China International Capital Corporation Limited(601995)
About Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271)
On site inspection report of continuous supervision in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor”) as the continuous supervision organization for the non-public offering of A-Shares by Beijing Dongfang Yuhong Waterproof Technology Co., Ltd. (hereinafter referred to as ” Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) ” or “company”), According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the on-site inspection of Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) was continuously supervised on January 11, 2022, The report is as follows: name of recommendation institution: China International Capital Corporation Limited(601995) abbreviation of the recommended company: Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271)
Name of sponsor representative: Li Jizhe Tel: 010-65051166
Name of sponsor representative: Xie Jingxin Tel: 010-65051166
Name of on-site inspector: Li Jizhen, Zhang Binbin corresponding period of on-site inspection: 2021 annual on-site inspection time: January 11, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: refer to the articles of association and various rules and regulations; Consult the records and documents of the third meeting of the company.
1. Whether the articles of association and corporate governance system are complete and compliant
2. Whether the articles of association and the rules of the third board of directors have been effectively implemented is
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees, meeting content and other elements are complete, and whether the meeting materials are kept completely
4. Whether the resolution of the third meeting is signed and confirmed by the relevant personnel attending the meeting yes
5. Whether the directors, supervisors and senior managers of the company perform their duties in accordance with relevant laws and regulations and relevant business rules of Shenzhen stock exchange is
6. In case of major changes in the directors, supervisors and senior management of the company, whether they have fulfilled the corresponding procedures and information disclosure obligations is not applicable
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled the corresponding procedures and information disclosure obligations
8. Whether the company’s personnel, assets, finance, organization, business and other aspects are independent or not
9. Whether there is no horizontal competition between the company and the controlling shareholder and the actual controller is
(II) on site inspection means of internal control: consult relevant materials of internal audit department and audit committee, etc. 1. Whether the internal audit system and internal audit department (if applicable) are established in accordance with relevant regulations 2 Whether the internal audit system and internal audit department are established within six months after the listing of shares (if applicable)
3. Whether the composition of the internal audit department and the audit committee is compliant (if applicable)
4. Whether the audit committee holds a meeting at least once a quarter to consider the work plans and reports submitted by the internal audit department (if applicable) 5 Does the audit committee report the progress and quality of internal audit work to the board of directors at least quarterly
And major problems found (if applicable) 6 Whether the internal audit department reports the implementation of the internal audit work plan and the problems found in the internal audit work to the audit committee at least quarterly (if applicable) 7 Whether the internal audit department conducts an audit on the storage and use of raised funds at least once a quarter (if applicable) 8 Whether the internal audit department submits the internal audit work plan for the next year to the audit committee two months before the end of each fiscal year (if applicable) 9 Whether the internal audit department submits the annual internal audit work report to the audit committee within two months after the end of each fiscal year (if applicable) 10 Whether the internal audit department submits an internal control evaluation report to the audit committee at least once a year is (if applicable) 11 Whether a complete and compliant internal control system has been established for matters such as venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: consult the company’s information disclosure management system and relevant documents of information disclosure, etc.
1. Whether the announcement disclosed by the company is consistent with the actual situation
2. Whether the contents disclosed by the company are complete or not
3. Whether the disclosed matters of the company have not undergone significant changes or made important progress
4. Whether there are no major matters that should be disclosed but not disclosed
5. Whether the transmission, disclosure process and confidentiality of major information comply with the relevant provisions of the company’s information disclosure management system
6. Whether the record form of investor relations activities is published on the interactive website of Shenzhen Stock Exchange in time is correct
(IV) the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement. On site inspection means: consult the company’s internal systems such as related party transactions, related party transaction contracts, relevant financial vouchers, etc. 1. Whether a system has been established to prevent controlling shareholders, actual controllers and other related persons from directly or indirectly occupying the funds or other resources of the listed company 2 Whether the controlling shareholders, actual controllers and other related persons do not directly or indirectly occupy the funds or other resources of the listed company
3. Whether the review procedures of related party transactions are compliant and fulfill the corresponding information disclosure obligations is
4. Is the price of related party transactions fair
5. Whether there is no situation of non affiliated transactions
6. Whether the external guarantee review procedure is compliant and has fulfilled the corresponding information disclosure obligations is
7. Whether the guaranteed party does not suffer from deterioration of its financial situation or failure to pay off the guaranteed debt at maturity
8. If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding approval procedures and disclosure obligations have been fulfilled again (V) on site inspection means for the use of raised funds: check the three meetings and information disclosure documents related to the raised investment project; Check the bank statement of the special account for raised funds; Interview some directors and senior executives.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place
2. Whether the three-party supervision agreement for raised funds is effectively implemented
3. Whether the raised funds are not occupied by a third party or entrusted for financial management in violation of regulations
4. Whether there are no situations such as changing the purpose of raised funds without performing the review procedures, temporarily replenishing working capital, replacing pre investment, changing the implementation location, etc. 5 Use idle raised funds to supplement working capital temporarily and change the investment direction of raised funds to permanent supplement
Whether the company fails to make high-risk investment during the commitment period when replenishing working capital or using over raised funds to supplement working capital or repay bank loans. 6 Whether the use of raised funds is consistent with the disclosed situation, and whether the project progress and investment benefits are consistent with the prospectus
7. Whether there are no major risks during the implementation of the project with raised funds is
(VI) on site inspection means of performance: check the regular reports disclosed by the company and listed companies in the same industry.
1. Whether there are significant fluctuations in performance? No
2. Is there a reasonable explanation for the large fluctuation of performance not applicable
3. Compared with comparable companies in the same industry, is there no obvious abnormality in the company’s performance
(VII) on site inspection means for the performance of the company’s and shareholders’ commitments: check the commitment letters made by the company, shareholders and other relevant personnel; Consult the company’s regular reports, interim reports and other information disclosure documents; Interview some directors and senior executives of the company.
1. Whether the company has fully fulfilled relevant commitments is
2. Whether the shareholders of the company have fully fulfilled relevant commitments is
(VIII) on site inspection means for other important matters: consulting the articles of association and information disclosure documents, etc.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed is
2. Whether the provision of financial assistance is legal and compliant, and truthfully disclosed, not applicable
3. Whether there is real transaction background and reasonable reasons for large capital transactions
4. Whether there are no significant changes or risks in the process of major investment or the performance of major contracts
5. Is there no significant change or risk in the company’s production and operation environment
6. Whether the problems of the company found by the early-stage regulators and sponsors have been corrected according to relevant requirements. It is not applicable to change 2. The problems and explanations found in the on-site inspection are none (there is no text below)
(there is no text on this page, which is the signature and seal page of China International Capital Corporation Limited(601995) report on on-site inspection of continuous supervision of Beijing Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) Waterproof Technology Co., Ltd. in 2021) sponsor representative:
Li Jizhe
Xie Jingxin
China International Capital Corporation Limited(601995) mm / DD / yy
